Exhibit 4.10

 

December 15, 2016

 

To each of the Shareholders of
 Yatra set forth on the Signature
 Pages Hereto

 

Re: Letter Agreement

 

Ladies and Gentlemen:

 

As you may be aware, Yatra Online, Inc., a Cayman Islands exempted company limited by shares (the “Company”), intends to have its ordinary shares (“Ordinary Shares”) commence trading on NASDAQ on or before December 19, 2016.

 

Reference is made to the letter agreement dated 27 September 2016 between the parties hereto. This letter agreement replaces and supersedes such prior letter.

 

Pursuant to the Company’s articles of association (the “Articles”), all of the preference shares of the Company may be converted into Ordinary Shares at the option of the holder thereof. In order to facilitate the proposed listing which shall be for the benefit of the Company and all its shareholders and recognizing the amount invested by each shareholder, each of the undersigned holders of preference shares of the Company hereby agrees to exercise its right under the Articles to convert their preference shares into Ordinary Shares effective immediately prior to the commencement of trading of the Ordinary Shares on NASDAQ (the “Conversion”).

 

The Company and each of the undersigned shareholders of the Company acknowledge and agree that upon the consummation of the Conversion, the issued share capital of the Company, as shown on the Company’s register of members, will be as set forth in Exhibit A.

 

The Company and each of the undersigned shareholders of the Company agree to do all things necessary to consummate the Conversion, including voting such shareholder’s preference shares in favor of any resolutions necessary to approve the Conversion (whether at a shareholders’ meeting or pursuant to a written consent of shareholders).

 

This letter shall be governed in all respects by the laws of the Cayman Islands as such laws are applied to agreements between Cayman Islands residents entered into and performed entirely in the Cayman Islands.

 

This letter and the Exhibits hereto and the other documents referred to herein or delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this letter.

 

In the event one or more of the provisions of this letter should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this letter, and this letter shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

 











 

This letter may be amended or modified only upon the written consent of the Company and each of the undersigned shareholders of the Company.

 

Each undersigned shareholder hereby represents and warrants to the Company as follows: (a) such shareholder has all necessary power and authority under all applicable provisions of law to execute and deliver this letter and to carry out its provisions; (b) all action on such shareholder’s part required for the lawful execution and delivery of this letter have been taken; and (c) upon such shareholder’s execution and delivery, this letter will be valid and binding obligations of such shareholder, enforceable against such shareholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies. Each undersigned shareholder agrees to indemnify the Company for any claims, losses or expenses incurred by the Company as a result of any of the representations of such shareholder set forth herein being untrue.

 

Unless otherwise provided herein, any notice required or permitted under this letter shall be deemed effective upon the earlier of (a) actual receipt or (b) (i) on the day of delivery by email or confirmed facsimile transmission, (ii) three business day after the business day of deposit with an internationally recognized overnight courier service for express delivery, freight prepaid, or (iii) seven business days after deposit with the United States Post Office for delivery by registered or certified mail, shall be addressed to the party to be notified at the address indicated for such party on such shareholder’s signature page hereto, or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties.

 

If the Company issues additional Ordinary Shares or preference shares at any time between the date of this letter and the effectiveness of the Conversion (“Additional Shares”) the Company shall ensure that the holders of such Additional Shares shall become a party to this letter by executing and delivering a counterpart signature page hereto thereby agreeing to be bound by and subject to the terms of this letter as an undersigned shareholders hereunder and the Company shall update Exhibit A to reflect the issuance of such Additional Shares.

 

This letter may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

 

	
 
    	
Sincerely,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alok Vaish
    
	
 
    	
Name:
    	
Alok   Vaish
    
	
 
    	
Title:
    	
CFO,   Yatra Online, Inc.
    


 

[Shareholder Signature Pages Follow]

 











 

Acknowledged and Concurred,

 

	
 
    	
ORDINARY SHAREHOLDERS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Dhruv Shringi
    
	
 
    	
Dhruv Shringi
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Manish Amin
    
	
 
    	
Manish Amin
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Harshal Shah
    
	
 
    	
Harshal Shah
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Haresh Chawla
    
	
 
    	
Haresh Chawla
    


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
ORDINARY SHAREHOLDERS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Wortal, Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Uday Bellary
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Uday Bellary
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Chairman of the Board
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF PREFERENCE SHARES
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Norwest   Venture Partners X, LP
    
	
 
    	
 
    
	
 
    	
By: Genesis VC Partners X, LLC, General   Partner
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Promod Haque
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Promod Haque
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Sr. Managing Partner
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Norwest   Venture Partners IX, LP
    
	
 
    	
 
    
	
 
    	
By: /s/ Genesis VC Partners IX, LLC, General   Partner
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Promod Haque
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Promod Haque
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Sr. Managing Partner
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF PREFERENCE SHARES
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Vertex   Asia Fund Pte. Ltd.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Chua Kee Lock
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Chua Kee Lock
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Director
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
Rajasthan   Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Girish Gupta
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Girish Gupta
    
	
 
    	
 
    
	
 
    	
Title: 
    	
CEO, Rajasthan Asset   Management Co Pvt Ltd
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 




 






 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF PREFERENCE SHARES
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IDG   Ventures India Fund II LLC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gulstan Ramgockim
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Gulstan Ramgockim
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Director
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF PREFERENCE SHARES
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Reliance   Capital Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Amit Bapna
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Amit Bapna
    
	
 
    	
 
    
	
 
    	
Title: 
    	
CFO
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF PREFERENCE SHARES   AND ORDINARY SHARES
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
E-18   Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Aslam Koomar
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Aslam Koomar
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Director
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF PREFERENCE SHARES
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Intel   Capital Corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael J Scown
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Michael J Scown
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Authorized Signatory
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF PREFERENCE SHARES
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Valiant   Capital Master Fund LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian Miller
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Brian Miller
    
	
 
    	
 
    
	
 
    	
Title: 
    	
CFO
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Valiant   Capital Partners LP
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian Miller
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Brian Miller
    
	
 
    	
 
    
	
 
    	
Title: 
    	
CFO
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF OF A RIGHT TO SWAP ORDINARY   SHARES OF YATRA ONLINE PRIVATE LIMITED FOR ORDINARY SHARES OF YATRA   ONLINE, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Capital18   Fincap Private limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kshipra Jatana
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Kshipra Jatana
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Authorized Signatory
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Pandara   Trust Scheme I
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sudhir Sethi
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Sudhir Sethi
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Designated Partner
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Acknowledged and Concurred,

 

	
 
    	
HOLDERS OF PREFERENCE SHARES
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Macquarie   Corporate Holdings Pty Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Belinda Cooney
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Belinda Cooney
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Attorney
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Macquarie   Corporate Holdings Pty Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Matt Croasdaile
    
	
 
    	
 
    
	
 
    	
Print Name: 
    	
Matt Croasdaile
    
	
 
    	
 
    
	
 
    	
Title: 
    	
Attorney
    
	
 
    	
 
    
	
 
    	
Address:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
						


 

[SIGNATURE PAGE TO LETTER]

 











 

Exhibit A*

 

	
Shareholder
    	
 
    	
Ordinary Shares
   Post-Conversion
    	
 
    	
Ordinary Shares
   Post-Reverse Stock
   Split**
    	
 
    	
Percentage
   Ownership
    	
 
    
	
Dhruv Shringi
    	
 
    	
1,470,000
    	
 
    	
271,007
    	
 
    	
1.24
    	
%
    
	
E-18 Limited
    	
 
    	
10,449,198
    	
 
    	
1,926,397
    	
 
    	
8.78
    	
%
    
	
Capital18 Fincap   Private Limited***
    	
 
    	
3,090,549
    	
 
    	
569,768
    	
 
    	
2.60
    	
%
    
	
Haresh Chawla
    	
 
    	
168,000
    	
 
    	
30,972
    	
 
    	
0.14
    	
%
    
	
Harshal Shah
    	
 
    	
168,000
    	
 
    	
30,972
    	
 
    	
0.14
    	
%
    
	
IDG Ventures India Fund   II LLC
    	
 
    	
5,307,495
    	
 
    	
978,481
    	
 
    	
4.46
    	
%
    
	
Pandara Trust Scheme   I***
    	
 
    	
936,407
    	
 
    	
172,634
    	
 
    	
0.79
    	
%
    
	
Intel Capital   Corporation
    	
 
    	
11,810,298
    	
 
    	
2,177,327
    	
 
    	
9.92
    	
%
    
	
Macquarie Corporate   Holdings Pty Limited
    	
 
    	
1,759,370
    	
 
    	
324,355
    	
 
    	
1.48
    	
%
    
	
Manish Amin
    	
 
    	
1,470,000
    	
 
    	
271,007
    	
 
    	
1.24
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Norwest Venture   Partners IX, LP
    	
 
    	
18,620,468
    	
 
    	
3,432,838
    	
 
    	
15.64
    	
%
    
	
Norwest Venture   Partners X, LP
    	
 
    	
18,620,469
    	
 
    	
3,432,838
    	
 
    	
15.64
    	
%
    
	
Rajast Rajasthan   Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II
    	
 
    	
1,560,181
    	
 
    	
287,632
    	
 
    	
1.31
    	
%
    
	
Reliance Capital   Limited
    	
 
    	
16,401,598
    	
 
    	
3,023,771
    	
 
    	
13.78
    	
%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Valiant Capital Master   Fund LP
    	
 
    	
12,456,354
    	
 
    	
2,296,433
    	
 
    	
10.47
    	
%
    
	
Valiant Capital   Partners LP
    	
 
    	
11,261,486
    	
 
    	
2,076,149
    	
 
    	
9.46
    	
%
    
	
Vertex Asia Fund Pte.   Ltd
    	
 
    	
3,268,915
    	
 
    	
602,652
    	
 
    	
2.75
    	
%
    
	
Wortal, Inc.
    	
 
    	
204,105
    	
 
    	
37,628
    	
 
    	
0.17
    	
%
    
	
Total
    	
 
    	
119,022,893
    	
 
    	
21,942,861
    	
 
    	
100.00
    	
%
    


 




* Does not include: (a) Ordinary Shares issuable upon exercise of outstanding Company options; (b) Ordinary Shares issuable upon exercise of outstanding warrants to purchase an aggregate of 46,458 post-Reverse Split Ordinary Shares held by Macquarie Corporate Holdings Pty Limited or warrants to purchase an aggregate of 43,366 post-Reverse Split Ordinary Shares held by Silicon Valley Bank; (c) 277 post-Reverse Split Ordinary Shares allocated but not yet issued to Matrix India Entertainment Consultants Private Limited; or (d) 1,567 post-Reverse Split Ordinary Shares allocated but not yet issued to Salman Khan.

 

**A reverse-split on a 5.4242194 for 1 basis, with fractional shares rounded to the nearest whole share after aggregating all fractional shares held by the applicable shareholder, is being effected by the Company.

 

***Ordinary Shares issuable upon swap of ordinary shares of Yatra Online Private Limited.